BYLAWS OF THE NORTH CAROLINA ASSOCIATION OF NURSE ANESTHETISTS (NCANA) ARTICLE I. NAME

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1 BYLAWS OF THE NORTH CAROLINA ASSOCIATION OF NURSE ANESTHETISTS (NCANA) ARTICLE I. NAME This organization shall be known as the North Carolina Association of Nurse Anesthetizes (NCANA). It is part of the American Association of Nurse Anesthetist (AANA), and bound by the governing documents, code of ethics, regulations and requirements of the AANA. ARTICLE II. OBJECT It shall be the object of this association to promote the best interests of its members, cooperate with the American Association of Nurse Anesthetist, facilitate cooperation between nurse anesthetists and the medical profession, hospitals and other agencies in anesthesia and in general, to advance the science and art of anesthesia. ARTICLE III. MEMBERS Section 1. Classes of Membership. There shall be the following classes of membership: (1) active (certified and recertified); (2) inactive; and (3) student associate. Section 2. Application for Membership. Application for membership shall be made through the AANA, and dues shall be paid as stipulated by the AANA. Section 3. Active Membership. Active membership shall be limited to those individuals who are able to provide evidence of the following: 1. Graduation from an approved school of nursing (as determined by the jurisdiction in which the applicant practices). 2. If practicing anesthesia, possession of a current license as a registered professional nurse as determined by the jurisdiction in which the individual practices or by the federal authorities if so employed. 3. Graduation from an accredited program in nurse anesthesia in compliance with standards set at the time of graduation by the Counsel on Accreditation of Nurse Anesthesia Education Programs or its predecessor. 4. Successful completion of the certification examination as recognized by the AANA. 5. Compliance with the bylaws, guidelines and standards established by AANA.

2 All active members must be currently either certified or recertified as a CRNA by the entity authorized to do so by the AANA. Section 4. Inactive Membership. An inactive member is a former active member who is not engaged in the practice of anesthesia and submits the proper application to the board of directors annually. Inactive members may attend meeting, but may not vote or hold office in NCANA. Inactive members may request transference to active membership upon meeting the requirements for said membership and the payment of required dues. Section 5. Student Associate Membership. A. Student enrolled in accredited programs of nurse anesthesia shall be eligible for student associate membership, which shall not be continued beyond three months post completion of the student s enrolled program. B. Student associate membership shall provide all the privileges of active membership with the exception of (a) voting, and (b) holding elected office other than those designated as student. Section 6. Honorary Membership. Honorary membership may be conferred on an individual by the voting body upon recommendation of the board of director. Honorary members shall be exempt from paying dues. Section 7. Membership Expulsion. A member whose conduct is found by the board of directors to appear to be in willful violation of the bylaws of this association, or prejudicial to the interest of this association, may be suspended or expelled by a two-thirds vote of the voting board of directors, provided the following criteria are met: 1. A written copy of the charges is served upon the member and an opportunity given that member to be heard before the full NCANA board of directors. 2. If, after the hearing, the board recommends suspension or expulsion from the NCANA, a recommendation for similar action shall be made to the AANA. 3. The board of directors may reinstate an expelled member, or lift an ongoing suspension, by a vote of two-thirds of the voting board of directors. ARTICLE IV. OFFICERS Section 1. Officers. The officers of this association shall be the president, president-elect, vice-president, secretary, and treasurer. The five aforementioned officers shall makeup the executive committee

3 Section 2. Officer Eligibility. A. No member shall be eligible for the office of the president who has not served on the board of directors of this association for at least one year within the previous seven years. B. No officer or member of the board of directors of the AANA may hold office in this association. In the event that an officer or member of the board of the NCANA accepts an office in the national association, office in the North Carolina Association of Nurse Anesthetists is automatically forfeited. C. Only active members of the NCANA are eligible to run and hold office in the NCANA with the exception of designated student office. Section 3. Nomination. A. The nominating committee shall be composed of five members, one from each of the four districts, elected by the membership on the official ballot, and one shall be appointed by the board of directors. This committee shall elect its own chairperson, and shall prepare a ballot. The ballot shall be reviewed by the board prior to submission to the members. B. Additional names may be written in on a ballot provided written consent of the candidate has been filed with the nominating committee chair. C. The method of conducting the ballot shall be determined by the board of directors. If electronic ballot is used, paper ballots shall be made available on request. D. The nominating committee shall notify all active members of the distribution method of the ballots not less than six weeks prior to the annual meeting. Ballots shall be distributed to each active member not less than four weeks prior to the annual meeting, and shall be returned not later than one week prior to the annual meeting. E. The tellers shall be active members and be appointed by the president. The tellers shall be responsible for election procedures, including counting the ballots, and making an official report to the members. F. A plurality vote shall be the method of election. In the event of a tie by mail or electronic ballot, the tie shall be broken by a simple plurality vote at the annual business meeting. Section 4. Duties of the Officers. A. The president shall be installed at the annual business meeting and shall serve for a term of one year or until a successor is elected. The president shall: 1. Preside at meetings of the association and of the board of directors; 2. Be a member ex-officio of all committees, except the nominating committee and the ethics committee; 3. Prepare and read at each annual meeting of the North Carolina Association of Nurse Anesthetist a report of the work of the year; 4. Represent NCANA at AANA meeting;

4 Keep the members of the board of directors informed of association affairs; B. The president-elect shall be installed at the annual business meeting and shall serve for a term of one year or until a successor is elected and will succeed to the office of president following this term. The president-elect shall: 1. Assume the duties of the president in the event the latter vacates the office, when so acting shall have the powers of and be subject to all restrictions upon the president. 2. Succeed to the office of president at the close of the annual business meeting following his/her election or in the event of the vacation of the office of the president. In the event the president-elect succeeds to the office of president by reason other than natural succession, by expiration of the current president s term of office, the president-elect shall serve for the remaining term of the replaced president and in addition shall serve the one-year term of office as president to which he/she would have succeeded if the current president had fulfilled his/her term of office. C. The vice president shall be installed at the annual business meeting and shall serve for a term of one year or until a successor is elected but shall not serve more than two consecutive terms. The vice president shall: 1. The vice president shall assume the duties of the president-elect for the remainder of the term, in the event the president-elect vacates the office. In the event the president and the president-elect vacate office the vice-president shall perform the duties of the president for the remainder of the term. D. The secretary shall be installed at the annual business meeting and shall serve for a term of one year or until a successor is elected but shall not serve more than two consecutive terms. The secretary shall: 1. Be responsible for the corporate records of the association; 2. Give a written report at the NCANA annual meeting. E. The treasurer shall be installed at the annual business meeting and shall serve for a term of two year or until a successor is elected but shall not serve more than two consecutive terms. The treasurer shall: 1. Be responsible for the financial affairs of the association; 2. Consult with executive director and board of directors concerning investment of funds;

5 Give a written report that includes the status of the SRF at the annual meeting and upon request to the board of directors. Section 5. Transition. Each officer shall deliver any association property and records to a successor or to the president within one week after the annual meeting or upon the demand of the president. ARTICLE V. MEEETINGS Section 1. Meetings. A. The annual business meeting shall be held in the fall. Dates of meetings shall be determined by the board of directors. B. Special meetings may be held upon request of the board of directors or upon a written request of thirty active members of this association. C. Thirty active members shall constitute a quorum at the annual meeting or a special meeting. ARTICLE VI. BOARD OF DIRECTORS Section 1. Composition. The board of directors shall be composed of eleven active and associate members, including the president, president elect, vice-president, secretary, treasurer, four district directors, and two non-voting student representatives appointed by the board on a rotating basis. Section 2. Term of Office. The term of office for those elected shall commence at the close of the annual meeting at which the election results are presented. The district directors shall be installed at the annual business meeting for a term of two years or until a successor is elected and assumes office. One director shall be installed from each of the districts for a term of two years or until a successor is elected and assumes office. Directors from the even numbered districts shall be installed in even years and the directors from the odd numbered districts shall be installed in the odd numbered years. The method of election shall be the same as the election of officers. Section 3. Meetings. The board of directors shall meeting in conjunction with the annual meeting of the association. Other regular or special meetings of the board of directors may be called by the president or upon written request of four members of the board. The board may meet by telephone conference call or other form of electronic communication by which all members can hear and speak to one another in simultaneous communication.

6 Section 4. Quorum and Notice. Five members of the board of directors shall constitute a quorum at any meeting of the board. Ten days notice shall be given for in-person meetings and three day notice shall be given for conference call meetings. Notice may be waived before, during or after the meeting, and such waiver shall be filed with the minutes of said meeting. Section 5. Duties. The board shall conduct the general business of the association, including funding decisions. Section 6. Vacancies. Any vacancy that occurs on the board of directors with the exception of the president and the president-elect shall be filled by the board, and the member so selected shall serve for the remainder of the term. ARTICLE VII. DISTRICTS Section 1. Membership. Districts shall be designated by the board of directors. Districts shall function according to rules approved by the board of directors. Section 2. Meetings. Districts must have at least one meeting per year which provides at least one C.E. credit. The district directors shall serve as chairperson of the district they represent. ARTICLE VIII. MANAGEMENT Section 1. Association Office. The fiscal year of this association shall be set by the board of directors. Permanent records for storage shall be kept at the NCANA central office. Section 2. Strategic Reserve Fund (SRF). A. Purpose The purpose of the SRF shall be to provide liquid capital to defray unbudgeted expenses associated with efforts to fashion and sustain favorable legal, regulatory and legislative environments for nurse anesthetists throughout North Carolina B. Creation The SRF shall be created form funds donated on a voluntary basis by the association s members or other benefactors. Up to ten percent of the NCANA operating budget will be placed into the fund annually until the fund reaches 50% of the annual operating budget. The board of directors shall, at its post-convention board meeting, determine the need for an assessment and the amount to be assessed, in accordance with the following:

7 The given year s budgeted legal funds have been exhausted. 2. Budgeted contingency funds have been exhausted. 3. Expenses have exceeded 10% of the current year s operating budget. C. Access The decision to access the fund shall be made by a majority vote of a quorum of the following assembly: 1. The current NCANA board of directors; 2. One member at large form each district appointed by the board; 3. The immediate past president of the NCANA. D. Reports A verbal report regarding the status of the SRF will be provided to the members at the NCANA annual meeting by the treasurer. ARTICLE IX. COMMITTEES Section 1. Standing Committees. There shall be the following standing committees: bylaws, education & research, ethics, Finance, government relations program publications, public relations and other such standing committees as directed by the board. Section 2. Appointments. The president, subject to the approval of the board of directors, shall appoint all standing committees. Each committee member must be an active practicing member of NCANA. Section 3. Term of Office Members appointed to standing committees shall serve for one year or until their successors are appointed. Section 4. Duties A. The chairman of each committee shall be responsible to the board of directors and shall: 1. Prepare an annual report and upon request report to the board of directors; 2. Be responsible for carrying out the duties as assigned; 3. Turn over all records and correspondence to the new chairperson within thirty day after completion of committee year; and 4. Confer prompt with members of the committee as to the work assigned. B. Specific Duties 1. Bylaws Committee This committee shall receive proposed amendments and present them to the board of directors and to the members for consideration. 2. Education Committee This committee shall assist in the development of educational standards of the association and that of the American Association of Nurse Anesthetists.

8 Ethics Committee The ethics committee shall receive, review, and respond to written complaints and concerns regarding a member whose conduct is deemed injurious to the organization. The committee shall consist of a chair and two additional members appointed by the board of directors. The ethics committee shall report its findings to the board of directors within thirty days of initial complaint for final board action. 4. Finance Committee This committee shall be composed of at least four members, the treasurer, president-elect, and two other members. It shall be responsible for planning a budget and investigation the expenses and investments of the association. 5. Government Relation Committee This committee shall consist of the active members appointed by the president. This committee shall work with and under the direction of the board of directors regarding legislation on health care issues. 6. Program Committee this committee shall prepare the program for the annual meeting. 7. Publication Committee This committee shall have charge of the official bulletin of this association, the SNETIC, and the official web-site of the association, The purpose of the ANETIC shall be to keep members informed of the activities of the association. The chair of the publications committee shall serve as editor. 8. Public Relations Committee This committee shall conduct the public relations of this association. Section 5. Vacancies In the event of vacancies occurring in committees, the president, subject to the approval of the board of directors, shall appoint members to fill such vacancies. In the event that a member of a committee fails to carry out the assignment, the president may select replacement. ARTICLE X. PARLIAMENTRY AUTHORITY The rules contained in the most current edition of Robert s Rules of Order Newly Revised shall govern this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules this association may adopt. ARTICLE XI. AMENDMENTS These bylaws may be amended at the annual business meeting of the association by a two third vote of those present and voting. The exact text of the proposed amendment shall be posted on the association web site at least thirty days prior to the date of the meeting. Notification of the posting shall be made at the time of the posting via

9 to all active members, and paper copies of the proposed amendments shall be available on request. The above document is the result of revisions put forward at the annual meeting of the North Carolina Association of Nurse Anesthetist held on 11/5/2016, confirmed and accepted by vote of the membership. Compiled by: Robert W. Matthews, CRNA PhD. Chair, Bylaws Committee